L:\secdraft\version3\exhib99.doc3

                                                                      EXHIBIT 99

               HUGHES ELECTRONICS CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED FINANCIAL STATEMENTS AND
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


                      CONSOLIDATED STATEMENT OF INCOME AND
                  AVAILABLE SEPARATE CONSOLIDATED NET INCOME
                                  (Unaudited)

                                                           Three Months Ended
                                                               March 31,     
                                                           1997          1996   
                                                         (Dollars in Millions
                                                      Except Per Share Amounts)
Revenues
Net sales
  Outside customers                                      $2,765.7      $2,438.9
  General Motors and affiliates                           1,362.5       1,174.7
Other income - net                                           24.5         123.1
                                                         --------      --------
    Total revenues                                        4,152.7       3,736.7
                                                          -------       -------

Costs and expenses
Cost of sales and other operating charges, exclusive of 
   items listed below                                     3,216.8       2,796.5
Selling, general, and administrative expenses               440.5         300.3
Depreciation and amortization                               146.1         131.6
Amortization of GM purchase accounting adjustments 
   related to Hughes Aircraft Company                        30.6          30.6
Interest expense - net                                        3.9           5.2
                                                        ---------    ----------
    Total costs and expenses                              3,837.9       3,264.2
                                                          -------       -------

Income before income taxes                                  314.8         472.5
Income taxes                                                110.2         191.4
                                                            -----         -----
    Net income                                              204.6         281.1
Adjustments to exclude the effect of GM purchase accounting
  adjustments related to Hughes Aircraft Company             30.6          30.6
                                                           ------        ------
    Earnings Used for Computation of Available Separate 
      Consolidated Net Income                              $235.2        $311.7

Available Separate Consolidated Net Income
  Average number of shares of General Motors Class H
    Common Stock outstanding (in millions) (numerator)      100.4          97.4
  Class H dividend base (in millions) (denominator)         399.9         399.9
  Available Separate Consolidated Net Income                $59.1         $76.0
                                                             ====          ====

Earnings Per Share Attributable to General Motors Class H
  Common Stock                                              $0.59         $0.78
                                                             ====          ====




Reference should be made to the Notes to Consolidated Financial Statements.










                                    - 29 -






               HUGHES ELECTRONICS CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                                      March 31,    
                                                        1997      December 31,
                                                    (Unaudited)       1996 
                                                        (Dollars in Millions
                                                       Except Per Share Amount)
                     ASSETS

Current assets
Cash and cash equivalents                              $893.0      $1,161.3
Accounts and notes receivable
  Trade receivables (less allowances)                 1,291.9       1,200.6
  General Motors and affiliates                         116.8         113.4
Contracts in process, (less advances and progress 
  payments)                                           2,661.0       2,507.1
Inventories (less allowances)
  Productive material, work in process, and supplies  1,439.9       1,383.1
  Finished product                                      172.4         145.4
Prepaid expenses, including deferred income taxes       737.6         568.1
    Total current assets                              7,312.6       7,079.0

Property-net                                          2,879.4       2,886.6
Telecommunications and other equipment - net          1,168.4       1,133.5
Intangible assets - net                               3,522.7       3,466.0
Investments and other assets - principally at cost 
   (less allowances)                                  1,858.7       1,915.0
    Total assets                                    $16,741.8     $16,480.1
                                                     ========      ========




              LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities
Accounts payable
  Outside                                            $1,008.9        $896.4
  General Motors and affiliates                          22.4          27.5
Advances on contracts                                   850.3         868.9
Notes and loans payable                                 634.9         248.1
Income taxes payable                                    189.2         132.9
Accrued liabilities                                   1,641.8       2,025.8
                                                      -------       -------
    Total current liabilities                         4,347.5       4,199.6
                                                      -------       -------

Long-term debt and capitalized leases                    31.3          34.5
Postretirement benefits other than pensions           1,668.4       1,658.9
Other liabilities and deferred credits                1,407.5       1,407.2

Stockholder's equity
Capital stock (outstanding, 1,000 shares, $0.10 par value)
  and additional paid-in capital                      6,355.3       6,347.2
Net income retained for use in the business           3,073.4       2,968.8
                                                      -------       -------
    Subtotal                                          9,428.7       9,316.0
Minimum pension liability adjustment                   (113.5)       (113.5)
Accumulated foreign currency translation adjustments    (28.1)        (22.6)
    Total stockholder's equity                        9,287.1       9,179.9
                                                      -------       -------

    Total liabilities and stockholder's equity      $16,741.8     $16,480.1


Reference should be made to the Notes to Consolidated Financial Statements.








                                    - 30 -






               HUGHES ELECTRONICS CORPORATION AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (Unaudited)

                                                         Three Months Ended
                                                             March 31,        
                                                           1997     1996  
                                                        (Dollars in Millions)

Net cash used in operating activities                    $(281.6)  $(13.1)
                                                           -----     ---- 

Cash flows from investing activities
  Investment in companies, net of cash acquired           (143.3)   (28.7)
  Expenditures for property and special tools             (103.3)  (135.3)
  (Increase) decrease in telecommunications and other 
     equipment                                             (56.9)    22.1
  Proceeds from sale and leaseback of satellite 
     transponders with GMAC                                    -    252.0
  Proceeds from disposal of property                        22.9     16.7
  Decrease (increase) in notes receivable                   10.3     (2.2)
Net cash (used in) provided by investing activities       (270.3)   124.6

Cash flows from financing activities
  Net increase (decrease) in notes and loans payable       386.8   (316.1)
  Increase in long-term debt                                 7.4     10.3
  Decrease in long-term debt                               (10.6)       -
  Proceeds from sale of minority interest in subsidiary        -    137.5
  Cash dividends paid to General Motors                   (100.0)   (96.0)
Net cash provided by (used in) financing activities        283.6   (264.3)

Net decrease in cash and cash equivalents                 (268.3)  (152.8)
Cash and cash equivalents at beginning of the period     1,161.3  1,139.5
Cash and cash equivalents at end of the period            $893.0   $986.7


Reference should be made to the Notes to Consolidated Financial Statements.





























                                    - 31 -


               HUGHES ELECTRONICS CORPORATION AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

NOTE 1.

  The  accompanying   unaudited  consolidated  financial  statements  have  been
prepared in accordance with generally accepted accounting principles for interim
financial information. In the opinion of management, all adjustments (consisting
of only normal recurring items) which are necessary for a fair presentation have
been included. The results for interim periods are not necessarily indicative of
results which may be expected for any other interim period or for the full year.
For further  information,  refer to the  consolidated  financial  statements and
notes thereto included in General Motors' 1996 Annual Report on Form 10-K.

NOTE 2.

  Other  income - net for the first  quarter of 1996  includes a $120.3  million
pre-tax gain from the sale of a 2.5% equity interest in DIRECTV(R) to AT&T.

NOTE 3.

  During the first quarter of 1997, the Company's DIRECTV(R)  subsidiary changed
the amortization  period for certain  subscriber  acquisition costs related to a
consumer rebate and manufacturers' incentive program. Based on guidance from the
staff of the  Securities  and  Exchange  Commission,  the period over which such
costs  are  amortized  has  been  reduced  from  three  years to one  year.  The
amortization  period is now  equal to the  length  of the  subscriber's  prepaid
programming commitment.  The effect of this change on prior periods was not
material.

NOTE 4.

  On January 16, 1997, GM and Hughes announced a series of planned  transactions
designed to address  strategic  challenges and unlock  stockholder  value in the
three Hughes  business  segments.  The  transactions  would include the tax-free
spin-off of the Hughes defense  business to holders of GM's $1-2/3 par value and
Class H common  stocks,  followed  immediately  by the  tax-free  merger of that
business  with Raytheon  Company.  The spin-off will not be proposed in a manner
that would  result in the  recapitalization  of Class H common stock into $1-2/3
par value common stock at a 120% exchange ratio, as currently provided for under
certain  circumstances  in the GM  Restated  Certificate  of  Incorporation,  as
amended.  At the  same  time,  Delco  Electronics,  the  automotive  electronics
subsidiary of Hughes, would be transferred from Hughes to GM's Delphi Automotive
Systems unit.  Finally,  GM's Class H common stock would be recapitalized into a
GM tracking stock linked to the telecommunications and space business of Hughes.

  No  assurance  can be given  that the above  transactions  will be  completed;
however,  management  of GM and  Hughes and GM's  Board of  Directors  expect to
solicit  stockholders'  approval of the planned transactions in late 1997, after
certain conditions are satisfied.

  In September 1996, Hughes and PanAmSat  Corporation  entered into an agreement
to merge their respective  satellite service operations into a new publicly-held
company.  Hughes would contribute its Galaxy(R)  satellite  services business in
exchange for a 71.5% interest in the new company.  Current PanAmSat stockholders
would receive a 28.5% interest in the new company and $1.5 billion in cash. Such
cash  consideration  and other  funds  required  to  consummate  the  merger are
expected to be funded by new debt financing  totaling $1.725 billion.  This debt
financing  is  expected to be provided  by Hughes,  which  currently  intends to
borrow  such funds from GM. The  transaction  is  expected  to close  during the
second quarter of 1997.

NOTE 5.

  Earnings per share  attributable  to General  Motors Class H common stock was 
determined based on the Available Separate  Consolidated Net Income (ASCNI)
of Hughes divided by the weighted average number of common shares outstanding.  
Holders of GM Class H common  stock  have no direct  rights  in the  equity or 
assets of Hughes,  but rather have  rights in the equity and assets of GM (which
includes 100% of the stock of Hughes).

  The ASCNI of  Hughes  for any quarterly period represents the  separate
consolidated  net  income  of  Hughes for such period,  excluding  the  effects
of GM  purchase accounting  adjustments  arising from the acquisition of Hughes
Aircraft Company (Earnings Used for Computation of Available  Separate  
Consolidated Net Income), calculated for such period and multiplied  by a  
fraction,  the  numerator  of which  is a number  equal to the weighted average 
number of shares of GM Class H common stock outstanding  during the quarter and
the  denominator  of which was 399.9  million  during the first quarters of 1997
and 1996.
                                    - 32 -

               HUGHES ELECTRONICS CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - concluded
                                  (Unaudited)

NOTE 6.

  Hughes has disclosed in the financial  statements  certain amounts  associated
with  estimated   future   postretirement   benefits  other  than  pensions  and
characterized such amounts as "accumulated  postretirement benefit obligations,"
"liabilities,"  or "obligations."  Notwithstanding the recording of such amounts
and the use of these terms, Hughes does not admit or otherwise  acknowledge that
such  amounts or existing  postretirement  benefit  plans of Hughes  (other than
pensions) represent legally enforceable liabilities of Hughes.

NOTE 7.

   As  previously  reported,  Hughes  has  maintained  a suit  against  the U.S.
Government since September 1973 regarding the Government's  infringement and use
of a Hughes  patent  (the  "Williams  Patent")  covering  "Velocity  Control and
Orientation of a Spin  Stabilized  Body,"  principally  satellites.  On June 17,
1994, the U.S.  Court of Claims awarded Hughes damages of $114 million.  Because
Hughes  believed  that the record  supported a higher  royalty rate, it appealed
that decision.  The U.S. Government contending that the award was too high, also
appealed.  On June 19,  1996,  the  Court of  Appeals  for the  Federal  Circuit
affirmed the decision of the Court of Claims which  awarded  Hughes $114 million
in damages,  together with interest. The U.S. Government petitioned the Court of
Appeals for the Federal  Circuit for a  rehearing.  That  petition was denied in
October 1996. The U.S.  Government  then filed a petition with the U.S.  Supreme
Court seeking  certiorari.  On April 21, 1997 the U.S.  Supreme Court,  citing a
recent  decision it had rendered in a separate patent matter,  remanded  Hughes'
suit over the  Williams  Patent  back to the Court of Appeals  along with patent
cases  involving  other parties then pending before the U. S. Supreme Court,  in
order to have the  Court of  Appeals  determine  whether  the  results  of prior
proceedings in those cases are consistent  with the U.S.  Supreme Court's recent
decision in such other matter.  The previous  liability decision of the Court of
Claims in the  Williams  Patent  matter,  and its $114  million  damage award to
Hughes,  currently remain in effect pending reconsideration by the Court of 
Appeals.  Hughes is unable to estimate the duration of this reconsideration 
process.  While no amount has been recorded in the  financial  statements  of
Hughes to reflect the $114  million  award or the interest  accumulating 
thereon,  a resolution  of this matter could result in a gain that would be
material to the earnings of General  Motors  attributable  to Class H common
stock.


                                 * * * * * *





























                                    - 33 -





               HUGHES ELECTRONICS CORPORATION AND SUBSIDIARIES

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   The  following  management's  discussion  and  analysis  should  be  read  in
conjunction  with the Hughes  management's  discussion and analysis  included in
GM's 1996 Annual  Report to the SEC on Form 10-K.  In  addition,  the  following
discussion  excludes  the  purchase  accounting  adjustments  related to General
Motors'  acquisition of Hughes Aircraft Company (see Supplemental Data beginning
on page 36).

   Statements made concerning expected financial performance,  ongoing financial
performance  strategies,  and possible  future  action  which Hughes  intends to
pursue to achieve strategic  objectives for each of its three principal business
segments  constitute  forward-looking  information.  The implementation of these
strategies  and of such future  actions and the  achievement  of such  financial
performance  are each  subject to numerous  conditions,  uncertainties  and risk
factors, and, accordingly, no assurance can be given that Hughes will be able to
successfully  accomplish  its  strategic  objectives  or achieve such  financial
performance.  The  principal  important  risk  factors  which could cause actual
performance  and future actions to differ  materially  from the  forward-looking
statements made herein include  economic  conditions,  product demand and market
acceptance,  government action, competition, ability to achieve cost reductions,
GM's global sourcing  strategy with respect to automotive  electronics,  General
Motors' North American  Operations  (GM-NAO)  volumes,  technological  risk, and
interruptions to production attributable to causes outside Hughes' control.

Planned Transactions

  On January 16, 1997, GM and Hughes announced a series of planned  transactions
designed to address  strategic  challenges and unlock  stockholder  value in the
three Hughes  business  segments.  The  transactions  would include the tax-free
spin-off of the Hughes defense  business to holders of GM's $1-2/3 par value and
Class H common  stocks,  followed  immediately  by the  tax-free  merger of that
business  with Raytheon  Company.  The spin-off will not be proposed in a manner
that would  result in the  recapitalization  of Class H common stock into $1-2/3
par value common stock at a 120% exchange ratio, as currently provided for under
certain  circumstances  in the GM  Restated  Certificate  of  Incorporation,  as
amended.  At the  same  time,  Delco  Electronics,  the  automotive  electronics
subsidiary of Hughes, would be transferred from Hughes to GM's Delphi Automotive
Systems unit.  Finally,  GM's Class H common stock would be recapitalized into a
GM tracking stock linked to the telecommunications and space business of Hughes.

  No  assurance  can be given  that the above  transactions  will be  completed;
however,  management  of GM and  Hughes and GM's  Board of  Directors  expect to
solicit  stockholders'  approval of the planned transactions in late 1997, after
certain conditions are satisfied.

  In September 1996, Hughes and PanAmSat  Corporation  entered into an agreement
to merge their respective  satellite service operations into a new publicly-held
company.  Hughes would  contribute  its Galaxy  satellite  services  business in
exchange for a 71.5% interest in the new company.  Current PanAmSat stockholders
would receive a 28.5% interest in the new company and $1.5 billion in cash. Such
cash  consideration  and other  funds  required  to  consummate  the  merger are
expected to be funded by new debt financing  totaling $1.725 billion.  This debt
financing  is  expected to be provided  by Hughes,  which  currently  intends to
borrow  such funds from GM. The  transaction  is  expected  to close  during the
second quarter of 1997.

Results of Operations

   Hughes reported first quarter 1997 earnings of $235.2 million,  compared with
$311.7 million  reported in the first quarter of 1996.  Excluding the 1996 first
quarter  $71.6  million  after-tax  gain  ($0.18  per share of GM Class H common
stock) from the sale of a 2.5% equity  interest in DIRECTV(R) to AT&T,  earnings
for the first quarter of 1997 decreased 2.0% from the $240.1 million reported in
the same period in 1996, and earnings per share  decreased  $0.01 per share from
$0.60 per share in the prior year  period.  The decline was  principally  due to
lower  operating  profit in the  Telecommunications  and  Space  and  Automotive
Electronics  segments,  offset  in  part  by the  favorable  impact  of a  lower
effective tax rate in the quarter.

   Revenues  for the first  quarter  of 1997  were  $4,152.7  million,  an 11.1%
increase from the $3,736.7  million reported in the first quarter of 1996. Costs
and  expenses as a percentage  of revenues  increased to 91.7% from 86.5% in the
first  quarter of 1996.  Income  taxes were $110.2  million,  or 31.9% of income
before income taxes, for the first quarter of 1997 compared with $191.4 million,
or 38.0% of income before income taxes, in the comparable 1996 quarter.

   Operating  profit was $324.8  million for the quarter ended March 31, 1997, a
15.7% decrease from the operating  profit of $385.2 million  reported during the
comparable  period in 1996.  The operating  profit margin was 7.9% for the first
quarter of 1997 compared with 10.7% in the first quarter of 1996.

                                    - 34 -

               HUGHES ELECTRONICS CORPORATION AND SUBSIDIARIES

   Telecommunications and Space segment revenues for the quarter ended March 31,
1997 were $1,023.4 million,  an increase of 9.3% over revenues of $936.4 million
reported in the prior year's first quarter. Excluding the $120.3 million pre-tax
gain recognized from the sale of 2.5% of DIRECTV to AT&T in the first quarter of
1996,  revenues  increased  25.4%.  The growth was  primarily  due to  continued
expansion  of the  DIRECTV  subscriber  base in the United  States and Latin and
South America and increased sales of commercial and government  satellites which
more than offset the impact from lower Galaxy(R)  satellite  transponder  sales.
Operating  profit in the first  quarter of 1997 was $7.2 million  compared  with
$74.5 million reported in the same period in 1996. This decrease was largely the
result of lower Galaxy  transponder  sales,  start-up  operating losses from the
Company's Latin and South American DIRECTV subsidiary, Galaxy Latin America, and
increased  expenses  resulting  from the change in the  amortization  period for
DIRECTV   subscriber   acquisition  costs  related  to  a  consumer  rebate  and
manufacturers'  incentive program.  The change in the amortization period for
DIRECTV subscriber acquisition costs resulted in a decrease in operating profit
of $35.8 million.  As a result,  first quarter operating profit margin
decreased to 0.7% in 1997 from 9.1% in 1996.

   The Automotive  Electronics  segment  reported first quarter 1997 revenues of
$1,447.0 million, an increase of 13.8% from revenues of $1,271.8 million for the
same period in 1996.  The growth was  principally  due to a 20.5% increase in GM
vehicles produced in the United States and Canada (excluding joint ventures) and
a 12.2%  increase in  international  and non-GM sales (from $245 million to $275
million) partially offset by a 5.9% decline in Delco-supplied electronic content
(from $929 to $874 per GM vehicle  produced  in the  United  States and  Canada,
excluding joint ventures).  Last year's first quarter performance was negatively
impacted by the 17 day work stoppages at two GM component plants in Dayton, Ohio
that  temporarily  shutdown  26 of 29 GM  assembly  plants in North  America and
certain  automotive  component  plants.  Operating  profit decreased 8.6% in the
first quarter to $145.6 million from $159.3 million in the comparable  period in
1996.  The  decline  was  primarily  due  to  price  reductions  resulting  from
competitive  pricing in connection with GM's global sourcing  initiative and the
impact  from  continued  international  expansion  which  more than  offset  the
increased production volume benefits. The 1996 first quarter results included an
operating  loss of  approximately  $50  million  related  to the  work  stoppage
described  above.  First quarter  operating profit margin declined to 10.2% from
12.6% in 1996.

   As the principal supplier of automotive  electronics to GM-NAO, Hughes' sales
of  automotive  electronics  will  continue to be heavily  dependent  on General
Motors  production of vehicles in North  America,  the level of  Hughes-supplied
electronic  content  per GM  vehicle,  the  price of such  electronics,  and the
competitiveness of Hughes' product offerings.  In this regard, it is anticipated
that competition  through GM's global purchasing  process will negatively impact
Hughes'  sales to  GM-NAO  and  result  in a decline  in the  portion  of GM-NAO
automotive  electronics  supplied  by  Hughes.  The  segment's  strategy  is  to
aggressively  reduce costs in order to minimize the effect of  continuing  price
reductions and to manage the loss of GM-NAO market share by offering competitive
products  which  increase  electronic  functionality  through a focus on safety,
security, communications, and convenience. The segment will also seek to improve
its  systems  capability  and  cost   competitiveness  both  internally  and  by
developing  key  design,  manufacturing,   and  marketing  alliances  and  other
relationships with mechanical and electrical automotive component suppliers.

   The international  market for automotive  electronic  products is also highly
competitive.  The segment has refined its  strategy  for this market to focus on
profitable growth as well as increased market share, and accordingly,  will seek
to enhance the cost competitiveness of its international operations.

   The  competitive  environment  described  above  is  making  it  increasingly
difficult  to maintain the level of operating  profit  margins  realized in this
segment in the past.  Operating  margins  are  expected  to be lower than recent
historical  levels as price and  volume  declines  associated  with GM's  global
sourcing   initiatives   more  than  offset  Hughes'  ability  to  achieve  cost
reductions.  In  response  to the  increased  pressure on margins and to enhance
future competitiveness, management will take action to reduce the cost structure
of the  business.  As a result of the factors  described  above,  the  operating
margin is expected to remain at low double digits in 1997,  and then show modest
improvement in 1998 and 1999.

   The  Aerospace  and  Defense  Systems  segment  reported  1997 first  quarter
revenues of $1,646.6 million, an 8.9% increase over revenues of $1,512.4 million
reported  in the  same  period  in  1996.  The  growth  was  principally  due to
additional revenues resulting from the build-up of newer programs,  particularly
information  systems  and  services  programs  such  as  Desktop  V,  Wide  Area
Augmentation  System,  and Hughes Air Warfare Center.  Operating  profit for the
first  quarter of 1997  increased  9.8% to $173.4  million  compared with $157.9
million for the first quarter of 1996 primarily due to these revenue  increases.
The  operating  profit  margin  in the  period  remained  unchanged  at 10.5% as
compared  to 1996.  Future  operating  profits  could be  adversely  impacted by
further reductions in the U.S. defense budget.




                                    - 35 -





               HUGHES ELECTRONICS CORPORATION AND SUBSIDIARIES

Liquidity and Capital Resources

   Cash and cash  equivalents at March 31, 1997 were $893.0 million,  a decrease
of $268.3 million from the $1,161.3  million  reported at December 31, 1996. The
decrease was primarily due to the use of cash in operating  activities of $281.6
million, capital expenditures, the acquisition of the Marine Systems Division of
Alliant  Techsystems,  Inc. for $143.3  million in cash,  cash dividends paid to
General  Motors,  and the repayment of $100.0 million of short-term  borrowings,
partially offset by proceeds of $487.5 million from short-term  commercial paper
borrowings under an existing credit facility.

   As a measure of liquidity,  Hughes' current ratio (ratio of current assets to
current  liabilities)  of 1.68 at March 31, 1997 remained  relatively  unchanged
from 1.69 at December 31, 1996. Working capital increased to $2,965.1 million at
March 31, 1997 from $2,879.4 million at December 31, 1996.

   Capital expenditures, including expenditures for telecommunications and other
equipment,  were $160.9  million for the quarter ended March 31, 1997,  compared
with  $151.3  million for the  comparable  period in 1996  reflecting  increased
expenditures in the Telecommunications and Space segment.

   Long-term debt and  capitalized  leases were $31.3 million at March 31, 1997,
relatively  unchanged  from the $34.5 million at December 31, 1996. The ratio of
long-term  debt and  capitalized  leases to the total of such debt and pro forma
stockholder's equity was 0.1% at March 31, 1997 and December 31, 1996.

   Hughes  expects  1997  cash  requirements  prior to the  consummation  of the
planned transactions to result in additional short-term borrowings of up to $800
million under new credit facilities.  In addition, as described in Note 4 to the
Hughes Consolidated Financial Statements,  Hughes expects to incur new long-term
debt of $1.725 billion in connection with the PanAmSat merger.  Hughes currently
intends to borrow such funds from GM.

Security Ratings

   On April 24,  1997,  Standard  and Poor's  Rating  Services,  a  division  of
McGraw-Hill  Companies,  Inc.,  affirmed  its  security  ratings  of Hughes  and
indicated that the security ratings outlook for Hughes remains developing.

Supplemental Data

  The  Consolidated  Financial  Statements  reflect the  application of purchase
accounting  adjustments as previously  discussed.  However,  as provided in GM's
Restated Certificate of Incorporation,  as amended, the earnings attributable to
GM Class H common stock for purposes of determining the amount available for the
payment of  dividends  on GM Class H common  stock  specifically  excludes  such
adjustments. More specifically, amortization of the intangible assets associated
with GM's purchase of Hughes Aircraft  Company amounted to $30.6 million for the
first  quarters of 1997 and 1996.  Such amounts were  excluded from the earnings
available  for the  payment  of  dividends  on GM Class H common  stock and were
charged  against the  earnings  available  for the payment of  dividends on GM's
$1-2/3 par value stock.  Unamortized purchase accounting  adjustments associated
with GM's purchase of Hughes Aircraft Company were $2,692.9 million at March 31,
1997 and $2,723.5 million at December 31, 1996.

  In  order to  provide  additional  analytical  data to the  users  of  Hughes'
financial  information,  supplemental  data in the form of unaudited summary pro
forma  financial data are provided.  Consistent with the basis on which earnings
of Hughes  available for the payment of dividends on the GM Class H common stock
is  determined,  the pro forma  data  exclude  purchase  accounting  adjustments
related to General Motors'  acquisition of Hughes Aircraft Company.  Included in
the  supplemental  data are certain  financial  ratios which provide measures of
financial returns excluding the impact of purchase accounting  adjustments.  The
pro forma  data are not  presented  as a  measure  of GM's  total  return on its
investment in Hughes.















                                    - 36 -






               HUGHES ELECTRONICS CORPORATION AND SUBSIDIARIES

                 UNAUDITED SUMMARY PRO FORMA FINANCIAL DATA*

             PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

                                                          Three Months Ended
                                                               March 31,  
                                                            1997        1996
                                                        (Dollars in Millions
                                                      Except Per Share Amounts)

Total Revenues                                           $4,152.7    $3,736.7
Total Costs and Expenses                                  3,807.3     3,233.6
                                                          -------     -------

Income before Income Taxes                                  345.4       503.1
Income taxes                                                110.2       191.4
                                                            -----       -----

Earnings Used for Computation of Available Separate 
  Consolidated Net Income                                  $235.2      $311.7

Earnings Per Share Attributable to General Motors Class H
  Common Stock                                              $0.59       $0.78
                                                             ====        ====


                PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET


                                                      March 31,   December 31,
                 ASSETS                                  1997        1996       
                                                        (Dollars in Millions)

Total Current Assets                                  $7,312.6       $7,079.0
Property - Net                                         2,879.4        2,886.6
Telecommunications and Other Equipment - Net           1,168.4        1,133.5
Intangible Assets, Investments, and Other Assets - Net  2,688.5       2,657.5
                                                      ---------     ---------
    Total Assets                                     $14,048.9      $13,756.6
                                                      ========       ========

                LIABILITIES AND STOCKHOLDER'S EQUITY

Total Current Liabilities                             $4,347.5       $4,199.6
Long-Term Debt and Capitalized Leases                     31.3           34.5
Postretirement Benefits Other Than Pensions,
  Other Liabilities, and Deferred Credits              3,075.9        3,066.1
    Total Stockholder's Equity **                      6,594.2        6,456.4
                                                     ---------      ---------
    Total Liabilities and Stockholder's Equity **    $14,048.9      $13,756.6
                                                      ========       ========

*   The  summary  excludes  purchase  accounting  adjustments  related  to  GM's
    acquisition of Hughes Aircraft Company.

**  General Motors' equity in its wholly-owned subsidiary, Hughes. Holders of GM
    Class H common  stock  have no  direct  rights  in the  equity  or assets of
    Hughes,  but  rather  have  rights  in the  equity  and  assets of GM (which
    includes 100% of the stock of Hughes).














                                    - 37 -







               HUGHES ELECTRONICS CORPORATION AND SUBSIDIARIES

           UNAUDITED SUMMARY PRO FORMA FINANCIAL DATA* - Continued

                        PRO FORMA SELECTED SEGMENT DATA

                                                         Three Months Ended
                                                              March 31,   
                                                           1997        1996
                                                         (Dollars in Millions)

Telecommunications and Space
Revenues                                                $1,023.4     $936.4
Revenues as a percentage of Hughes Revenues                 24.6%      25.1%
Net Sales                                               $1,018.8     $821.0
Operating Profit (1)                                        $7.2      $74.5
Operating Profit Margin (2)                                  0.7%       9.1%
Depreciation and Amortization (3)                          $50.3      $46.2
Capital Expenditures (4)                                   $94.0      $70.3

Automotive Electronics
Revenues                                                $1,447.0  $ 1,271.8
Revenues as a percentage of Hughes Revenues                 34.8%      34.0%
Net Sales                                               $1,433.9   $1,260.2
Operating Profit (1)                                      $145.6     $159.3
Operating Profit Margin (2)                                 10.2%      12.6%
Depreciation and Amortization                              $56.2      $48.8
Capital Expenditures                                       $35.9      $50.3

Aerospace and Defense Systems
Revenues                                                $1,646.6   $1,512.4
Revenues as a percentage of Hughes Revenues                 39.7%      40.5%
Net Sales                                               $1,644.8   $1,502.2
Operating Profit (1)                                      $173.4     $157.9
Operating Profit Margin (2)                                 10.5%      10.5%
Depreciation and Amortization (3)                          $37.0      $32.7
Capital Expenditures                                       $30.3      $28.5

Corporate and Other
Operating Loss (1)                                         $(1.4)     $(6.5)

*   The  summary  excludes  purchase  accounting  adjustments  related  to  GM's
    acquisition of Hughes Aircraft Company.

(1) Net Sales less Total Costs and Expenses other than Interest Expense.

(2) Operating Profit as a percentage of Net Sales.

(3) Excludes  amortization arising from purchase accounting  adjustments related
    to GM's acquisition of Hughes Aircraft Company amounting to $5.3 million for
    the Telecommunications and Space segment and $25.2 million for the Aerospace
    and Defense Systems segment in 1997 and 1996.

(4) Includes  expenditures  related to  telecommunications  and other  equipment
    amounting to $57.6 million and $16.0 million in 1997 and 1996, respectively.













                                    - 38 -







               HUGHES ELECTRONICS CORPORATION AND SUBSIDIARIES

           UNAUDITED SUMMARY PRO FORMA FINANCIAL DATA* - Concluded

                       PRO FORMA SELECTED FINANCIAL DATA

                                                        Three Months Ended
                                                             March 31, 
                                                         1997         1996   
                                                          (Dollars in Millions
                                                      Except Per Share Amounts)

Operating profit                                        $324.8      $385.2
Income before income taxes                              $345.4      $503.1
Earnings used for computation of available separate 
  consolidated net income                               $235.2      $311.7
GM Class H dividend base shares (1)                      399.9       399.9
Stockholder's Equity                                  $6,594.2    $5,898.6
Dividends per share of GM Class H common stock           $0.25       $0.24
Working capital                                       $2,965.1    $3,035.5
Operating profit as a percent of net sales                 7.9%       10.7%
Pre-tax income as a percent of net sales                   8.4%       13.9%
Net income as a percent of net sales                       5.7%        8.6%

*   The  summary  excludes  GM purchase  accounting  adjustments  related to the
    acquisition of Hughes Aircraft Company.

(1) GM Class H dividend  base shares is used in  calculating  earnings per share
    attributable to GM Class H common stock. This is not the same as the average
    number of GM Class H shares  outstanding,  which was 100.4  million  for the
    first quarter of 1997 and 97.4 million for the first quarter of 1996.





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                                    - 39 -